2026 News Releases
June 24, 2026
Dieppe, N.B. – June 24, 2026 – Canadian Gold Resources Ltd. (TSXV: CAN) ("Canadian Gold" or the "Company") is pleased to announce the voting results from its Annual and Special Meeting of Shareholders (the "Meeting") held on June 19, 2026 in Dieppe, New Brunswick. The below individuals were nominated and received the requisite majority of votes and will be directors of the Company for the ensuing year: Ronald J. Goguen Sr. Kenneth Chernin Roger Bourgault Ian McGavney David J. Hennigar In addition, shareholders: (i) approved the re-appointment of Davidson & Company LLP, Chartered Professional Accountants as Auditors of the Company for the ensuing year and authorizing the directors to fix their remuneration; and (ii) ratified and approved the Company's rolling stock option plan. Board and Management Comments "On behalf of the Board, I want to thank our shareholders for their continued support and engagement," said Ronald Goguen, Sr. Chairman of the Board of Canadian Gold Resources. "With our Board and governance matters confirmed, we remain focused on advancing our 2026 exploration program across the Lac Arsenault, Robidoux, and VG Boulder properties on the Gaspé Peninsula."
June 18, 2026
Dieppe, N.B. – June 18, 2026 – Canadian Gold Resources Ltd. (TSXV: CAN) ("Canadian Gold" or the "Company") is pleased to announce its 2026 exploration program, which will encompass all three of its 100% owned projects located in the Gaspé Peninsula, Québec: Lac Arsenault, Robidoux, and VG Boulder. The program reflects the Company's continued commitment to advancing its portfolio of exploration-stage assets and creating long-term value for shareholders. Management Commentary Ken Chernin, Interim President and CEO of Canadian Gold Resources, commented: "Our immediate priorities are clear: advance the Lac Arsenault bulk sample toward execution, continue expanding our understanding of the property's broader discovery potential, and unlock value across our portfolio through disciplined exploration. While certain operational initiatives have affected the timing of assay submissions, we believe these steps are necessary to ensure we have the right people, processes and technical oversight in place. We remain confident in the potential of our assets and are committed to advancing them in a manner that reflects prudent stewardship of shareholder capital and the highest professional standards." Program Highlights The 2026 exploration program will comprise reconnaissance prospecting, geological mapping, and soil geochemistry surveys across all three properties. The planned work is designed to refine the Company's geological models, identify and prioritize new areas of interest, and generate targets for upcoming drilling campaigns. Additional geophysical surveys may also be undertaken where warranted by exploration results. Lac Arsenault — Expanded Diamond Drilling Program & Bulk Sample At the Company's flagship Lac Arsenault property, Canadian Gold intends to undertake a new phase of diamond drilling focused on testing the property's complex structural setting and evaluating targets generated through the Company's ongoing geological interpretation. Interpretation of geological data identified untested fault structures across the property, which management believes represent highly prospective targets for gold-bearing polymetallic vein mineralization. Importantly, the known high-grade polymetallic gold mineralization at Lac Arsenault is hosted within an interlocking fault structure. The Company believes that the numerous additional fault intersections identified throughout the property may represent analogous mineralized systems and intends to evaluate these targets through a systematic exploration program culminating in an expanded diamond drilling campaign in late summer/fall 2026. The Company is currently preparing drill permit applications and expects drilling to commence following receipt of the necessary approvals. The Company's previously announced bulk sample program at Lac Arsenault continues to advance and is proceeding as planned. All permits required for the program remain in good standing, and excavation of mineralized material is expected to commence during the third quarter of 2026. In advance of initiating the bulk sample, the Company is awaiting assay results from its recently completed drill program. These results are expected to enhance the Company's understanding of the geometry, continuity and characteristics of the mineralized system, helping to further de-risk the project and ensure that the bulk sample is executed utilizing the most complete geological information available. Concurrently, the Company is reviewing previously obtained processing and transportation quotations and finalizing the logistical arrangements associated with the program. The Company remains encouraged by the progress to date and looks forward to advancing this important milestone in a disciplined and methodical manner. Robidoux — Diamond Drill Program Canadian Gold also plans to undertake a diamond drilling program on the Robidoux property in late summer/fall 2026, marking a significant milestone in the advancement of the asset. The exploration program will start in June with detailed reconnaissance prospecting and soil geochemistry surveys designed to further define the property's geological framework and support drill target generation. Permit applications are being prepared, and the Company expects to mobilize once approvals have been received. Canadian Gold believes the Robidoux property represents a compelling exploration opportunity, supported by gold occurrences identified through historical work. The Company is excited to commence work at Robidoux and apply modern exploration techniques to evaluate the property's full potential. VG Boulder — Reconnaissance Program At the VG Boulder property, the Company will conduct reconnaissance prospecting and soil geochemistry surveys with the potential for follow-up drilling later in 2026, subject to exploration results and permitting. A key objective of the program will be the systematic evaluation of the property's precious metal and antimony potential through systematic outcrop mapping and sampling. The Company plans to utilize a portable backpack drill to access and obtain samples from prospective outcrops, generating valuable geological data to support target generation and resource evaluation. Canadian Gold believes growing global interest in critical minerals presents a compelling opportunity to advance the VG Boulder project while continuing to build value across its broader exploration portfolio. Operational Update Assay results from the Company's recently completed drill program at Lac Arsenault have taken longer to process and interpret than originally anticipated. During this period, the Company has undertaken a number of initiatives designed to strengthen its technical capabilities and support the efficient execution of its exploration programs. Over the past several weeks, the Company has undertaken a number of initiatives designed to strengthen its technical capabilities and support the efficient execution of its exploration programs. These initiatives have included the transition to a new Qualified Person overseeing the Company's technical activities, the engagement of additional geological expertise, and the advancement of plans to formalize the appointment of an experienced project geologist to support field operations. As part of its ongoing commitment to prudent stewardship of shareholder capital and operational excellence, the Company has also been reviewing certain aspects of its analytical and sample handling processes with the objective of improving efficiency and supporting future exploration activities. While these initiatives have contributed to the timing of assay submissions, management believes they represent important investments in establishing the technical oversight, operational standards and project infrastructure necessary to support the Company's long-term objectives. The Company expects to provide shareholders with a further operational update regarding assay timing and related activities in the near term as additional information becomes available. Canadian Gold remains committed to fulfilling its continuous disclosure obligations in accordance with applicable securities laws and NI 43-101 requirements. Management appreciates the patience and continued support of its shareholders and believes that taking the time to build the right technical foundation will position the Company to advance its projects in a disciplined manner and maximize long-term shareholder value. Qualified Person The scientific and technical information in this news release has been reviewed and approved by Martin Aucoin, P.Geo., a Qualified Person under NI 43-101. Mr. Aucoin is a geological consultant to the Company and is a non-independent Qualified Person.
May 22, 2026
Dieppe, N.B. – May 22, 2026 – Canadian Gold Resources Ltd. (TSXV: CAN) ("Canadian Gold" or the "Company") is pleased to announce that it intends to complete a non-brokered private placement offering pursuant to the "listed issuer financing exemption" (the " LIFE Offering ") under Part 5A of National Instrument 45-106 - Prospectus Exemptions (" NI 45-106 "), as amended by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (such exemption, the " Listed Issuer Financing Exemption "). The Company intends to complete the LIFE Offering through the issuance of up to 10,875,000 units of the Company (each, a " Unit ") at a price of $0.10 per Unit (the " Offering Price ") for gross proceeds of up to $1,087,500. Each Unit will consist of: (i) one common share of the Company (each, a " Common Share ") and (ii) one common share purchase warrant (each whole warrant, a " Warrant "), with each Warrant entitling the holder thereof to acquire one Share at a price of $0.18 per Common Share for a period of 36 months after issuance. Subject to compliance with applicable regulatory requirements and in accordance with NI 45-106, the Units sold pursuant to the LIFE Offering will be offered in all provinces and territories of Canada pursuant to the Listed Issuer Financing Exemption and certain offshore jurisdictions pursuant to available prospectus or registration exemptions in accordance with applicable laws. Subject to the rules and policies of the TSXV, the Common Shares issuable from the sale of Units to Canadian resident subscribers will not be subject to a hold period under applicable Canadian securities laws. As the Company completed a financing less than 12 months ago (see the Company's new release dated January 2 and 30, 2026), all Warrants in this LIFE Offering will be restricted from being exercised for a period of 61 days after closing to ensure compliance with the dilution restriction in section 5A.2(h) of the LIFE exemption in National Policy 45-106. Any Common Shares issued upon exercise of a LIFE Warrant after the restrictive period expires will be free trading in Canada. Insiders and certain consultants that participate in the LIFE Offering would be subject to a four-month hold period in respect of securities issued pursuant to applicable policies of the TSXV. There is an offering document related to this LIFE Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at https://www.cdngold.com. Prospective investors should read this offering document before making an investment decision. The net proceeds from the LIFE Offering will be used for exploration and drilling on the Lac Arsenault project, the Robidoux project and VG Boulder project as well as working capital. It is expected that closing of the Offering will take place on or about June 30, 2026 or such other date(s) as may be determined by the Company (the " Closing Date "). Closing of the Offering is subject to certain conditions including, but not limited to, receipt of all necessary approvals, including the approval of the TSXV. The Company has engaged Research Capital Corporation (the " Finder ") as exclusive finder and sole booker runner to assist with the Offering. As consideration for services provided by the Finder, the Company may pay: (i) a cash fee equal to up to 8.0% of the gross proceeds of the Offering from investors introduced to the Company by the Finder; (ii) an additional cash advisory fee of $22,500 plus applicable taxes in cash and issue 125,000 Common Shares of the Company with a four (4) month hold at closing of the Offering; and (iii) non-transferable Unit purchase warrants (" Finder's Warrants ") equal to up to 8.0% of the aggregate number of Units issued to those investors. Each Finder's Warrant will entitle the holder to purchase one Unit at a price of $0.10 per Unit for 36 months from the date of issuance. The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the " U.S. Securities Act "), or any U.S. state securities laws, and may not be offered or sold in the United States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with the requirements of an applicable exemption therefrom. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor may there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
May 6, 2026
Dieppe, N.B. – May 6, 2026 – Canadian Gold Resources Ltd. (TSXV: CAN) ("Canadian Gold" or the "Company") announces that Ron Goguen Sr. has stepped down from his role as President and Chief Executive Officer as part of a planned leadership transition. Mr. Goguen was a founder of Canadian Gold Resources and played a key role in establishing the Company and advancing its exploration strategy in the Gaspé Peninsula region of Québec. The Board of Directors wishes to extend the Company's sincere thanks to Mr. Goguen for his dedication in directing and managing the Company. Mr. Goguen will continue to provide guidance as the Chairman of the Board of Directors. The Board of Directors has appointed Kenneth Chernin as Interim President and Chief Executive Officer, effective immediately. Ron Goguen, Chairman of the Board commented: “It has been a privilege to help found Canadian Gold Resources and work with a talented group of professionals in advancing the Company’s projects. I believe the Company has built a strong foundation and I look forward to continuing to support the Company in my role as Chairman as the team works to unlock the potential of its assets in the Gaspé region.” Kenneth Chernin brings more than 20 years of experience in capital markets, including roles as a sell-side equity research analyst and senior executive in investor relations and corporate development, with much of his career focused on the mining industry. Since July 2025, Mr. Chernin has served as Vice President of Corporate Development for Canadian Gold Resources, where he has been involved in advancing the Company’s corporate strategy and capital markets initiatives. Ken Chernin, Interim President and CEO, commented: “Canadian Gold Resources has assembled a compelling land position in the Gaspé Peninsula, and we believe the Company is entering an exciting period with several important catalysts ahead. Our immediate focus is clear: advancing our ongoing exploration programs, strengthening corporate execution, and delivering results and milestones to shareholders in a disciplined and timely manner. I would also like to thank Ron for his leadership and contributions to the Company, and I look forward to continuing to benefit from his experience and guidance as Chairman.” The Company expects to provide additional updates on its exploration programs, including results from its drilling activities at Lac Arsenault, in the near term as results become available.
April 28, 2026
Dieppe, N.B. – April 28, 2026 – Canadian Gold Resources Ltd. (TSXV: CAN) ("Canadian Gold" or the "Company") is pleased to announce the appointment of Kenneth Chernin to its Board of Directors, effective immediately. Mr. Chernin brings over 20 years of capital markets, investor relations, and equity research experience, with deep expertise in the mining sector. His career spans senior advisory and investor relations leadership roles with publicly listed companies on the TSX and NYSE. Mr. Chernin is the Founder and Principal of Parr Capital Advisors, a strategic advisory firm focused on advising emerging and growth-stage companies. He previously served as Head of Investor Relations at IAMGOLD Corporation, where he was responsible for leading institutional investor engagement and enhancing market positioning, and at Empire Company Limited. He began his career as a sell-side equity research analyst covering the mining and consumer sectors. He holds an MBA from the Rotman School of Management, University of Toronto. Management Commentary Ron Goguen, President and CEO of the Company, commented: "Ken brings a rare combination of capital markets insight and mining sector expertise at a pivotal time for the Company. As we advance the Lac Arsenault Project and position the Company for its next phase of growth, his experience in attracting institutional capital and enhancing market visibility will be a significant advantage to shareholders." The Company continues to evaluate strategic initiatives to enhance shareholder value alongside its ongoing exploration activities.
April 21, 2026
Dieppe, N.B. – April 21, 2026 – Canadian Gold Resources Ltd. (TSXV: CAN) ("Canadian Gold" or the "Company") announces adoption of semi-annual financial reporting ("SAR"). This news release is being issued and filed pursuant to Coordinated Blanket Order 51-933 Exemptions to Permit Semi-Annual Reporting for Certain Venture Issuers ("CBO 51-933"). CBO 51-933 allows eligible venture issuers to voluntarily move from a quarterly to a semi-annual financial reporting framework. By adopting SAR, Canadian Gold aims to reduce the administrative and financial burden associated with quarterly reporting allowing management to focus its resources on the Company's exploration and development programs. As a result of adopting SAR, the Company will not file interim financial statements and related Management's Discussion and Analysis ("MD&A") for the three-month period ending March 31 and the nine-month period ending September 30 of each applicable fiscal year. Canadian Gold will continue to file audited annual financial statements (due within 120 days of December 31) and six-month interim financial reports and related MD&A (due within 60 days of June 30). The Company remains committed to timely and transparent disclosure and will continue to report all material changes and significant developments as required under National Instrument 51-102 - Continuous Disclosure Obligations.

February 10, 2026
Dieppe, N.B. – February 10, 2026 – Canadian Gold Resources Ltd. (TSXV: CAN) ("Canadian Gold" or the "Company") is pleased to provide an operational update on its maiden 2025 diamond drill program at the Company's 100%-owned Lac Arsenault Project in Québec's Gaspé Peninsula. The Company is also pleased to announce that it has initiated its 2026 Lac Arsenault diamond drilling program. 2025 Maiden Lac Arsenault Diamond Drilling Program The Company's maiden diamond drilling program was completed on December 23, 2025. Drill core samples have been submitted to an accredited laboratory for assay, with results expected in the second half of February. The 58-hole program was designed to validate historical drill data, assess the continuity of mineralization, and provide a basis for a maiden NI 43-101-compliant mineral resource estimate. Detailed core logging indicates that mineralization intersected in the first phase of drilling is consistent with surface observations and is characterized by major vein structures accompanied by stockwork-style arrays of subsidiary veins developed within a shear zone. Similar subsidiary veins have historically returned gold-bearing assays. However, historical drilling results are not necessarily indicative of the presence or continuity of mineralization that may be encountered in the Company's current drilling program, and there can be no assurance that comparable results will be achieved. 2026 Lac Arsenault Diamond Drilling Program In early January, the Company initiated its 2026 Lac Arsenault diamond drilling program, which is anticipated to encompass approximately 40 drill holes. Current drilling is focused on targets generated from an Induced Polarization ("IP") survey completed in September, which delineated the zone hosting major vein systems and associated stockwork-style veining. The IP survey was completed across the Baker-Mersereau structural corridor, where preliminary interpretation has identified multiple high-priority anomalies that closely resemble the geophysical response associated with the known high-grade Baker vein. The data also outlines the position and continuity of the Mersereau vein and highlights possible near-surface stockwork zones up to 100 metres wide within what the Company refers to as the Stockwork Target Corridor. Management Commentary Ron Goguen, President and CEO of Canadian Gold Resources, commented: "Completion of our maiden drill program represents an important milestone for Canadian Gold and provides the foundation for advancing Lac Arsenault toward a maiden NI 43-101-compliant mineral resource. With assays pending and a second drill program now underway targeting high-priority IP anomalies along the Baker-Mersereau structural corridor, we believe the Company is well positioned to continue evaluating the scale and continuity of mineralization across this emerging gold system."
January 2, 2026
Dieppe, N.B. – January 2, 2026 – Further to its news release of December 29, 2024, Canadian Gold Resources Ltd. (TSXV: CAN) ("Canadian Gold" or the "Company") is very pleased to announce, that effective December 31, 2025, it has: (a) sold 4,083,383 flow-through units at a price of $0.18 per unit under its recently announced listed issuer financing exemption offering (the "LIFE Offering") for gross proceeds of $735,008.94; and (b) sold 7,118,272 flow-through units at a price of $0.18 per unit under a separate non-brokered private placement of flow-through units (the "FT Placement Offering") for gross proceeds of $1,281,288.96. The Company has raised a total of $2,016,297.90 between the two offerings. Terms and characteristics of the flow-through units issued under each offering is described in detail in the Company's news release of December 29, 2025. In connection with the LIFE Offering, the Company has paid $58,800.72 cash finder's fees and issued 326,671 finder's warrants (each a "Finder's Warrant") to eligible arm's length parties. In connection with the FT Placement Offering, the Company has paid $102,503.11 cash finder's fees and issued 569,461 Finder's Warrants to eligible arm's length parties. Each Finder's Warrant entitles the holder thereof to purchase one Common Share at a price of $0.18 for a period of 36 months from the date of issuance, provided, however, that should the closing price at which the Common Shares trade on the TSXV (or any such other stock exchange in Canada as the Common Shares may trade at the applicable time) exceed $0.45 for ten (10) consecutive trading days at any time following the date that is four months and one day after the date of issuance, the Company may accelerate the Finder's Warrant term (the "Reduced Warrant Term") such that the Finder's Warrants shall expire on the date which is 30 business days following the date a press release is issued by the Company announcing the Reduced Warrant Term. The Finder's Warrants are subject to a hold period of four months and one day after the date of issuance. Closing of the LIFE Offering and the FT Placement Offering is subject to final acceptance by the TSX Venture Exchange. For more information, visit www.cdngold.com .
December 29, 2025
Dieppe, N.B. – December 29, 2025 – Canadian Gold Resources Ltd. (TSXV: CAN) (“Canadian Gold” or the “Company”) announces that it has filed a listed issuer financing document for a non-brokered listed issuer financing (the "LIFE Offering"). Following consultations with the Autorité des Marchés Financier (the "AMF"), the Company has determined that the original LIFE financing announced on October 23, 2025 along with the amended LIFE financing announced on December 8, 2025 have expired under the provisions of Part 5A of National Instrument 45-106 and, as such, the offering documents filed in relation thereto are no longer valid. Under the LIFE Offering, the Company proposes to sell up to 7,000,000 units ("NFT Units") at a price of $0.15 per NFT Unit for proceeds of $1,050,000 and up to 4,200,000 flow-through units ("FT Units") at a price of $0.18 per FT Unit for proceeds of up to $756,000 for total gross proceeds of $1,806,000. Each NFT Unit will be comprised of one (1) common share (a "Common Share") and one (1) Common Share purchase warrant of Canadian Gold (each a "Warrant"). Each FT Unit will be comprised of one (1) flow-though common share (an "FT Share") and one half (1/2) of a Warrant. The Warrant terms are as follows: commencing on the 62nd day after issuance, each whole Warrant will entitle the holder to acquire one Common Share of the Company at a price of C$0.22 per Common Share for a period of 36 months from the date of issuance, provided, however, that should the closing price at which the Common Shares trade on the TSX Venture Exchange (the "TSXV") (or any such other stock exchange in Canada as the Common Shares may trade at the applicable time) exceed $0.45 for ten (10) consecutive trading days at any time, the Company may accelerate the Warrant term (the "Reduced Warrant Term") such that the Warrants shall expire on the date which is 30 business days following the date a press release is issued by the Company announcing the Reduced Warrant Term. The restrictive exercise period on the Warrants has been imposed to ensure that the LIFE Offering complies with certain dilution restrictions under the listed issuer financing exemption. Upon closing of the LIFE Offering, the Common Share component of the NFT and FT Units will be free trading in Canada. Any Common Shares issued upon exercise of an NFT or FT Warrant after the restrictive period expires will be free trading in Canada. Subject to certain adjustments for president's list purchasers, qualified finders are entitled, on the Closing Date, to a cash commission equal to 8% of the gross proceeds of the LIFE Offering and will receive finder's warrants (each, a "Finder's Warrant") equal to 8% of the number of the NFT Units and the FT Units issued pursuant to the LIFE Offering. Each Finder's Warrant entitles the holder thereof to purchase one Common Share at a price of (a) $0.15 per Common Share for NFT Units sold; and (b) at a price of $0.18 for FT Units sold for a period of 36 months from the date of issuance, provided, however, that should the closing price at which the Common Shares trade on the TSXV (or any such other stock exchange in Canada as the Common Shares may trade at the applicable time) exceed $0.45 for ten (10) consecutive trading days at any time following the date that is four months and one day after the date of issuance, the Company may accelerate the Finder's Warrant term (the "Reduced Warrant Term") such that the Finder's Warrants shall expire on the date which is 30 business days following the date a press release is issued by the Company announcing the Reduced Warrant Term. The Finder's Warrants are subject to a hold period of four months and one day after the date of issuance. The NFT Units and the FT Units will be offered for sale in each of the provinces of Canada, except Quebec, pursuant to the listed issuer financing exemption (the "Listed Issuer Financing Exemption") under Part 5A of NI 45-106 Prospectus Exemptions and Coordinated Blanket Order 45-935 Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The Company has filed a Form 45-106F19 (the "Offering Document") with the securities commissions or similar regulatory authorities in each of the provinces of Canada, other than Quebec. The Offering Document related to the LIFE Offering can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at https://www.cdngold.com/ . Prospective investors should read this Offering Document before making an investment decision. Non-Brokered Private Placement Due to exceptionally strong investor interest in flow-through securities, the Company will also be conducting a concurrent, non-brokered private placement (the "FT Placement Offering") of up to 7,200,000 flow-through units (the "FT Placement Units") at a price of $0.18 per FT Placement Unit for gross proceeds of up to $1,296,000. The FT Placement Units will be sold to accredited and other qualified investors in Canada under appropriate exemptions in National Instrument 45-106 Prospectus Exemptions. Each FT Placement Unit will be comprised of one (1) flow through common share and one half (1/2) of a common share purchase warrant, each whole warrant entitling the holder to acquire one non-flow through common share at a price of $0.22 per Common Share for a period of 36 months from the date of issuance provided, however, that should the closing price at which the Common Shares trade on the TSX Venture Exchange (the "TSXV") (or any such other stock exchange in Canada as the Common Shares may trade at the applicable time) exceed $0.45 for ten (10) consecutive trading days at any time, the Company may accelerate the Warrant term (the "Reduced Warrant Term") such that the Warrants shall expire on the date which is 30 business days following the date a press release is issued by the Company announcing the Reduced Warrant Term. All securities issued pursuant to FT Placement Offering will be subject to a hold period of four months plus a day from the date of issuance. Subject to certain adjustments for president's list purchasers, qualified finder's will be entitled to a cash commission equal to 8% of the gross proceeds of the FT Placement Offering and will receive finder's warrants (each, a "Finder's Warrant") equal to 8% of the number of FT Placement Units sold. Each Finder's Warrant entitles the holder thereof to purchase one Common Share at a price of $0.18 for a period of 36 months from the date of issuance, provided, however, that should the closing price at which the Common Shares trade on the TSXV (or any such other stock exchange in Canada as the Common Shares may trade at the applicable time) exceed $0.45 for ten (10) consecutive trading days at any time following the date that is four months and one day after the date of issuance, the Company may accelerate the Finder's Warrant term (the "Reduced Warrant Term") such that the Finder's Warrants shall expire on the date which is 30 business days following the date a press release is issued by the Company announcing the Reduced Warrant Term. The Finder's Warrants are subject to a hold period of four months and one day after the date of issuance. Research Capital Corporation will act as exclusive finder and sole booker runner to assist with both the LIFE Offering and the FT Placement Offering. The FT Placement Offering and a tranche of FT Units under the LIFE Offering are expected to close on or before December 31, 2025 with a final tranche of NFT Units under the LIFE Offering expected to close on or before January 31, 2026. Both the FT Placement Offering and the LIFE Offering are subject to regulatory approvals and customary closing conditions including listing of the Common Shares on the TSX Venture Exchange. The gross proceeds from the sale of the NFT Units, the FT Units and the FT Placement Units will be used for exploration and drilling on the Lac Arsenault project, the Robidoux project and VG Boulder project as well as working capital. The gross proceeds received by the Company from the sale of the FT Units and the FT Placement Units will be used to incur eligible "Canadian exploration expenses" (as defined under the Income Tax Act) that qualify as "flow-through mining expenditures" (the " Qualifying Expenditures ") related to the Company's Quebec mining properties on or before December 31, 2026, and to renounce all the Qualifying Expenditures in favour of the purchasers of the FT Units and FT Placement Units effective December 31, 2025. In the event the Company is unable to renounce Qualifying Expenditures effective on or prior to December 31, 2025 for each FT Units and FT Placement Units purchased in an aggregate amount not less than the gross proceeds raised from the issue of the FT Units and the FT Placement Units, the Company will indemnify each FT Unit and FT Placement Unit purchaser for the additional taxes payable by such purchaser as a result of the Company's failure to renounce the Qualifying Expenditures as agreed. The securities in the LIFE Offering and the FT Placement Offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state securities laws, and may not be offered or sold in the United States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with the requirements of an applicable exemption therefrom. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor may there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Amendments to Corporate Presentation The Company also wishes to announce that, in conjunction with the LIFE Offering and the FT Placement Offering, it has made certain amendments to its corporate presentation on its portfolio of properties. The amended presentation may be found on the Company's website at https://www.cdngold.com/ . These amendments include the deletion of certain projections which are more appropriately presented under a geological report prepared in accordance with National Instrument 43-101 and certain deficient property images.
December 8, 2025
Dieppe, N.B. – December 8, 2025 – Canadian Gold Resources Ltd. (TSXV: CAN) (“Canadian Gold” or the “Company”) announces that, further to its press releases dated October 23 and November 14, 2025, it will be conducting an amended non-brokered listed issuer financing exemption ("LIFE") private placement financing (the "Offering") through the sale of up to 12,666,667 units ("NFT Units") at a price of $0.15 per NFT Unit and up to 5,555,556 flow-through units ("FT Units") at a price of $0.18 per FT Unit for total gross proceeds of $2.9 million. The Company has engaged Research Capital Corporation (the "Finder") as exclusive finder and sole booker runner to assist with the Offering. The Offering may close in tranches with a final tranche closing (if required) expected on or before December 31, 2025 (the "Final Closing Date") and will be subject to regulatory approvals and customary closing conditions including listing of the Common Shares on the TSX Venture Exchange. Each NFT Unit will be comprised of one (1) common share (a "Common Share") and one (1) Common Share purchase warrant of Canadian Gold (each a "Warrant"). Each FT Unit will be comprised of one (1) flow-though common share (an "FT Share") and one half (1/2) of a Warrant. The Warrant terms are as follows: commencing on the 62nd day after issuance, each whole Warrant will entitle the holder to acquire one Common Share of the Company at a price of C$0.22 per Common Share for a period of 36 months from the date of issuance, provided, however, that should the closing price at which the Common Shares trade on the Toronto Venture Exchange (the "TSXV") (or any such other stock exchange in Canada as the Common Shares may trade at the applicable time) exceed $0.45 for ten (10) consecutive trading days at any time, the Company may accelerate the Warrant term (the "Reduced Warrant Term") such that the Warrants shall expire on the date which is 30 business days following the date a press release is issued by the Company announcing the Reduced Warrant Term. The restrictive exercise period on the Warrants has been imposed to ensure that the Offering complies with certain dilution restrictions under the LIFE exemption. Upon closing of the Offering, the Common Share component of the NFT and FT Units will be free trading in Canada. Any Common Shares issued upon exercise of an NFT or FT Warrant after the restrictive period expires will be free trading in Canada. The gross proceeds from the sale of NFT Units will be used for exploration and drilling on the Lac Arsenault project, the Robidoux project and VG Boulder project as well as working capital. The gross proceeds received by the Company from the sale of the FT Units will be used to incur eligible "Canadian exploration expenses" (as defined under the Income Tax Act) that qualify as "flow-through mining expenditures" (the " Qualifying Expenditures ") related to the Company's Quebec mining properties on or before December 31, 2026, and to renounce all the Qualifying Expenditures in favour of the purchasers of the FT Units effective December 31, 2025. In the event the Company is unable to renounce Qualifying Expenditures effective on or prior to December 31, 2025 for each FT Unit purchased in an aggregate amount not less than the gross proceeds raised from the issue of the FT Units, the Company will indemnify each FT Unit purchaser for the additional taxes payable by such purchaser as a result of the Company's failure to renounce the Qualifying Expenditures as agreed. The NFT Units and the FT Units will be offered for sale in each of the provinces of Canada, except Quebec, pursuant to the listed issuer financing exemption (the "Listed Issuer Financing Exemption") under Part 5A of NI 45-106 Prospectus Exemptions and Coordinated Blanket Order 45-935 Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The Company has filed an amended and restated Form 45-106F19 (the "Offering Document") with the securities commissions or similar regulatory authorities in each of the provinces of Canada, other than Quebec. The Offering Document related to the Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at https://www.cdngold.com/ . Prospective investors should read this Offering Document before making an investment decision. Subject to certain adjustments for president's list purchasers, the Finder is entitled, on the Closing Date, to a cash commission equal to 8% of the gross proceeds of the Offering and will receive finder's warrants (each, a "Finder's Warrant") equal to 8% of the number of the NFT Units and the FT Units issued pursuant to the Offering. Each Finder's Warrant entitled the holder thereof to purchase one Common Share at a price of $0.15 per Common Share for a period of 36 months from the date of issuance, provided, however, that should the closing price at which the Common Shares trade on the TSXV (or any such other stock exchange in Canada as the Common Shares may trade at the applicable time) exceed $0.45 for ten (10) consecutive trading days at any time following the date that is four months and one day after the date of issuance, the Company may accelerate the Finder's Warrant term (the "Reduced Warrant Term") such that the Finder's Warrants shall expire on the date which is 30 business days following the date a press release is issued by the Company announcing the Reduced Warrant Term. The Finder's Warrants are subject to a hold period of four months and one day after the date of issuance. The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state securities laws, and may not be offered or sold in the United States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with the requirements of an applicable exemption therefrom. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor may there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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